


Lenopan Omnitrix

by PaperFox19



Category: Ben 10 Series
Genre: Alternate Universe - Canon Divergence, Anal Sex, M/M, Oral Sex, Tentacles, Yaoi
Language: English
Status: In-Progress
Published: 2020-04-10
Updated: 2020-04-10
Packaged: 2021-03-01 17:27:59
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 4,544
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23580847
Author URL: https://archiveofourown.org/users/PaperFox19/pseuds/PaperFox19
Summary: Max Tennyson had two loves Verdona an anodite and Chikorice an lenopan, Gwen was born on the anodite side, while Ben was born on the lenopan side. He uses the omnitrix and his lenopan powers to be a hero, but when he joins the plumbers, well things are never easy.
Relationships: Kevin Levin/Ben Tennyson
Kudos: 23





	1. Bloodlines

**Author's Note:**

> Old Fic Repost

Chapter 1 Bloodlines  
  
Max’s first love was Verdona a powerful anodite, she however was a free spirit and although she loved Max she didn’t stay bound to him. Although he loved Verdona, that didn’t stop him from finding a new love, she was a young woman named Chikorice, she was a lenopan. She had no family to return to, but despite the rivalry and the pain the plumbers caused her and her people, she loved him.  
  
She gave him a family as well, and some time later Max became a grandfather. Ben inherited his grandmother’s power, while Gwen inherited power from Verdona. Max was still worried about Ben, if other plumbers knew what he was they could try to hurt him. Chikorice trained Ben how to use his powers, he was quite skilled but he never abused his power. She also warned him of the hatred many plumbers had of their kind, to her being called a Sludgepuppie wasn’t anything to worry about, that was just the name given in the plumber database, those who truly hated their kind called them Sludges. 1*  
  
When summer came along Max took Ben and Gwen on a trip to do some family bonding. Ben found the omnitrix and when it latched onto him something unique happened. Ben could control it, by tapping into the dna the watched contained he could shape shift into a true alien form. Before he could shape shift yes but his power was still limited to his own natural strength, but with the watch his human dna was changed and applied to his lenopan, allowing him to tap into the true power of the alien as well as give his forms an added bonus. He couldn’t fire sludge bombs but he could still regenerate, giving some of his more powerful aliens a safety net.  
  
When he shape shifted he could change from alien to alien, but when the watch timed out he reverted to his natural lenopan form. Yes he was still bound by the watches timer, but when he activated it, he had full access and so long as the watch held energy he could shift from form to form before the watch timed out. This also shielded him from the lenopan vulnerabilities such as fire or water. When in alien or human form he had no issues but when in lenopan form it hurt!  
  
(Meeting Kevin)  
  
Ben and Gwen and Max had checked into a fancy hotel, it was tricked out with an arcade, water park, spa and buffet. Ben was enjoying himself when he noticed a boy with dark hair, he had snuck in to play in the arcade but Security tried to throw him out. “He’s with me!” he stepped up for him and security let him go.  
  
“You helped me, why?”  
  
  
“It’s what I do, so what’s your name?”  
  
“Kevin,” he offered his hand to Ben, and he shook it. “Ben, it’s good to meet you!”  
  
The two spent the rest of the day hanging out, playing in the arcade, hitting the water park, racing down the water slides, jumping into the whirlpool. Kevin noticed something odd when Ben was told he was too short for a ride, 5 seconds later he was as tall as him. He played it off like it was nothing, but still Kevin was curious.  
  
After enjoying the water park the two hit the spa. He noticed again Ben was normal size now, so he found he had to ask. “Ben are you an alien or something?” he froze, and looked at Kevin in shock. “It’s okay if you are, I’m part alien to, I’m half osmosian,” giving a demonstration he touched the wall and absorbed the tile, forming an armor coating around him.  
  
Ben took a deep breath and he changed into his lenopan form. Kevin blinked in surprise. “You are a sludgepuppy?” his father had told him stories of these aliens, he had just never seen them before. “Yeah, is that bad?”  
  
“No!” he said quickly. “I didn’t mean anything bad by that. You are really cute, and I was just curious, if you were alien.”  
  
"You think I’m cute?" Ben reverted to human form, and Kevin blushed. He nodded, and he was unable to look him in the eye. "You are really cute to," he kissed Kevin on the cheek, the male blushed and he quickly pulled Ben into a fierce kiss.  
  
"Wow," the brunette whispered once the kiss ended. "Yeah wow," he held Ben’s hand, and he laced his fingers with him.  
  
Returning to the room, Max recognized Kevin, and the boy realized who he was making out with. Kevin was a run away after he accidently absorbed energy went crazy and set fire to his home, no one was hurt and the damage was small, but Kevin was so freaked he ran away, he never absorbed energy since but he was too scared to face his mom again.  
  
Max had her contact info, he called her and the two were reunited if only by phone. His mother wanted him home, but she thought a little time with Max would do him some good, her late husband spoke wonders about him, and he’d be a good influence on him.  
  
She was right, Max told Kevin all about his father, how they were plumbers and he taught him when he was a rookie, and when Levin was older they became partners. Kevin wanted to be like his dad and make his mom proud of him.  
  
So the two boys became friends and partners, Ben and Kevin took down baddie after baddie. They got closer even when the summer ended, Kevin reunited with his mother and even enrolled at Ben’s school and they looked out for each other. Ben put down the omnitrix to have a semi normal life, which allowed bullies like Cash to go after him.  
  
  
Thankfully Cash couldn’t get near him thanks to Kevin, and Ben helped keep Kevin out of trouble, well to much trouble. When they were 15 they felt that itch for excitement, Ben had played soccer and Kevin learned about tech, human, alien, anything really. Ben dawned on the omnitrix and the two went to the plumber’s academy.  
  
When they went to the plumber academy they weren’t friends anymore, they were boyfriends. Kevin had gotten used to helping Ben deal with bullies, but he never expected to the danger of him being a lenopan would be on a plumber base, he saw cadets push him around, insult him, try to get him to break, but Ben wasn’t going to break.  
  
It was weird a lot of cadets had heard of Ben and the omnitrix and how he and Kevin took down Vilgax, and a lot of other powerful alien criminals, but once they learned he was a lenopan they turned on him. He saw the hurt on Ben’s face but the green eyed boy never spoke out his pain. "Why won’t you come to me when your in trouble?"  
  
"It’s not your problem Kevin, I knew the risks coming here," he didn’t want to involve Kevin in his problems, they were his problems. "I’m worried about you, I don’t want you to break." he hugged him and Ben put a smile on his face and hugged him back. "Dummy, I’m a lenopan we don’t break," Kevin sighed but hugged his idiot of a boyfriend.  
  
Despite people messing with Ben he got good grades and never let what they said or did get to him, on the outside anyway. When he felt at his lowest he crawled into bed with his boyfriend and cried, Kevin knew better than to ask, knowing he wouldn’t say who was responsible. He held his boyfriend, giving him all the love and kindness he could.  
  
When they graduated the plumber academy they were stationed on earth and became partners. Since they were fully instated plumbers Kevin didn’t have to hold back. He remembered the pricks who messed with Ben and he showed them some payback. Ben didn’t stop him, he only kept to himself cause he knew Kevin would let loose, and could end up ruining his chances to becoming a plumber.  
  
Becoming official plumbers returned to earth, little did they know something had happened, Max was missing, and some weird alien had attacked Chikorice. “We’ll find him Ben, together!”  
  
"Yeah we will," the two went off to find Grandpa Max, not knowing the danger of the Highbreed was to befall them.  
  
To be continued  
  
1* I saw the newest episode of omniverse and saw the fake Ben saying that the term Sludgepuppie was a slur, when I heard this I went back and had to watch the ep when they first appeared, cause I could have sworn they were called something a little worse than that. The grooms parents even said “Once a Sludge always a Sludge” so I looked it up and saw that they were called both Sludgepuppies and Sludges, but when they were called sludgepuppies it sounded the same an alien calling a human a human, but when they said Sludge it sounded darker meaner similar to how they said filthy human had the same tone of voice. A lot changed from series to series, we don’t even see any of the Lenopans until omniverse so running from what I saw from the original Ben 10 as well as Lucy’s opinion when we see her again.


	2. Mud and Mana

**Notes for the Chapter:**

> Please Read and Review

Chap 2 Mud and Mana  
  
Ben and Kevin located Gwen, knowing she would want to help locate Grandpa Max. To be honest the two haven’t been close, they were half cousins. Gwen was anodite and he was a lenopan. There was a rift but it wasn’t big enough to keep them from working together to find Max.  
  
“Alright a few rules, one, if I come along, Ben you don’t touch anything that’s mine,” the two groaned. “What everything you touch you get mud all over it, I’m surprised Kevin even lets you in his car!”  
  
“I was a kid back then I got control of my powers now,” Ben pouted and Kevin kissed his lips. “He’s all good!” he said with a smirk and Gwen groaned.  
  
“That’s number two, no p.d.a in front of me. I’m all for you two being together, but I just can’t stand to see you two making out.”  
  
“Jealous?” they said with a grin. “Third I have to be home by curfew, other than that I’m in.”  
  
The team begins to search for Grandpa Max starting with the weird alien that attacked before. Their search ran them across Magister Labrid. Labrid was not one of the Lenopan supporters and he found Ben’s presence to be more than just a nuisance. “I had heard they had made a Sludge a plumber, must be because you have the omnitrix, why else would they let a filthy sludge join up,” he grumbled.  
  
Kevin glared at him. “Keep it up magister, and I’ll show you how I feel about that talk,” he brought his fists together.  
  
“Sigh, very well I may actually need your help, you see there is some high level technology being circulated here on Earth, if you assist me with this matter I’ll aid you in finding Max.” To be honest Ben didn’t want to work with this guy, but finding Grandpa Max was more important than some petty words.  
  
“Alright let’s do this,” they went to a location where a deal was going down. It was none other than Argit brokering the deal. “Argit?!” Kevin and Ben said in unison.  
  
“You know him?” the magister asked.  
  
“Yeah, he was Kevin’s friend back at the plumber academy. He got kicked out for stealing plumber tech and secrets and selling them on the black market.” Ben explained and the magister glared at him. “I wasn’t speaking to you Sludge!”  
  
“Call him that again, and you’re gonna need a new fish tank! After I smash it over your head!”  
  
“Guys cool it!” Gwen snipped, pointing at what was going down. The DNAliens were dealing level 5 technology to forever knights. The magister was so outraged he blew their cover. “Kevin? Ben? Wait!” the knights turned the laser lances on them and the aliens ran off. “My money!” Argit whined and he glared at them. “You guys ruined my deal!” he fired his spines at them.  
  
Kevin absorbed metal causing the spines to bounce right off him. Ben shifted into his mud body form, and the spines passed right through him. “Argit, relax!” he blasted him with mud, making all his quils stick to his body.  
  
“I hate it when you do that,” he whined sulking.  
  
Gwen blasted the knights with mana, and they ran off, leaving the weapons behind. She made quick work of them destroying all of them.  
  
“Alright Argit spill who are you working for?” Kevin asked not lowing his metal guard.  
  
“Listen, Ben Kevin you know me, I only answer to the money I don’t care who I’m working for, so I usually don’t ask,” he said slyly.  
  
“It’s true, sad but true,” Ben said shaking his head and he reverted back to his human form. His mud form was his human body but made of sludge, he could still change into his full sludgepuppie form.  
  
“But you know I may know where they are, but I want something in return,” the little weasel was asking for a smack but he wasn’t done yet. “First I want to be let go, I walk and you go after the guys who stiffed me and the knights.”  
  
“Fine,” Ben withdrew his sludge and Argit stood up. “Thank you Benny, now then for my second condition,” he had a sly grin on his face, it was bugging Kevin. “Hurry it up Argit, we don’t have all day.”  
  
“I want a date with Ben!” he said giving Ben a wink. “What?” Kevin snapped, he hauled the boy up and glared at him.  
  
“Fine one date, now tell us where they are, if you lie deal is off!” Ben said and Kevin whipped his head towards him. “You can’t want to date this weasel!”  
  
“Kevin we don’t have a lot of time we have to find out where they went,” he looked at Argit and the alien boy wiggled his eye brows. “I knew you’d fall for me eventually it was just a matter of time,” Kevin turned his arm into a blade, and the alien went slack.  
  
“They are at this address, weird guys don’t know who they are or where they came from but they got some weird stuff planned,” he said and the coordinates were downloaded to their badges. “I’ll see ya at 8 Friday night, I’m all for you wearing something skimpy!” Argit ran off before Kevin could throttle him.  
  
“Later Kevin, we need to track these guys down.” They went to the location but it seems the stumbled upon a hive of some kind.  
  
“I will be bringing these things in!”  
  
“Wait we have to do this smart!”  
  
“I don’t have to listen to you Sludge!” The magister burst onto the scene once again, putting their mission in jeopardy once again. “You are all under arrest!”  
  
The aliens fired at them, some wielded weapons while others spat a disgusting green goo at them. Gwen blasted them with mana, while raising a shield to defend against the laser blasts. Kevin absorbed some metal and began to pummel these guys, they weren’t very strong but there numbers gave them the edge.  
  
Ben was shot at with the goo and lasers and Ben shifted to his full sludgepuppie form, so the lasers passed through him and the goo did nothing to him. “Little tip, never start a sludge fight with a sludgepuppie we are better at it!” he blasted the mud at them and pinned them to the walls and floor.  
  
“Now start talking, who are you?”  
  
“We are the DNAliens we serve the great Highbreed, you will be destroyed humans!” Ben shot his mouth with much to shut him up. “Alright, we know who are up against let’s take them down.”  
  
“We will take them down, I’ll contact the plumbers and bring reinforcements, I won’t leave this in your hands,” he was about to make the call when from the shadows a Highbreed could be seen with a blaster. Ben saw him and tried to get the magister out of the way. “Magister get away!”  
  
Labrid back handed Ben knocking him back. “Don’t touch me Sludge!” the blaster fired and caught him in the side. The Highbreed got away leaving a detonation device to get rid of the evidence. Everyone got out in time but the base they had was blown up with all the evidence with it. Labrid was bleeding, and he knew the wound was serious. “Guess that’s it for me,” he said, and Ben stepped up to him. “Let me,” he sprays some of his muck on him, the muck filled the wound keeping his blood inside. “There that will help until you can get some medical treatment.”  
  
“You…helped me…but why…I’ve been nothing but cruel to you,” he said groaning. “You can say what you want to me, but if someone is need I plan to help them.” Labrid had a lot to think about as he was called back to the plumbers for medical treatment. “Let’s call today a win!” Ben said happily.  
  
“Well unless you count, having to go on a date with Argit.” Gwen said with a laugh.  
  
“No way!”  
  
“Don’t worry Kevin, Argit didn’t say I had to go alone.” He gave his boyfriend a wink.  
  
-x-  
  
Argit was pissed, he drummed his fingers against the table as him Ben and Kevin ate at restaurant for aliens. Ben was dressed nice, wearing a green tube top showing off his firm stomach. He was wearing tight black jeans that hugged his ass nicely. Kevin was wearing his normal street clothes.  
  
“Nice date huh Argit?” Kevin said smugly, taking a sip of his drink.  
  
“You suck Kevin!” he growled.  
  
-x-  
  
Max was working against to stop the Highbreed, stopping several of their hatcheries keeping them from taking over more people. He left a few holoviewers to help Ben along the way.  
  
To be continued  
  
Preview Chap 3  
  
Ben, Kevin and Gwen go looking for other plumber’s kids seeking help in stopping the alien invasion.  
  
End preview


	3. Gather and Forces

**Notes for the Chapter:**

> Please Read and Review

Chap 3 Gather the Forces

Our trio had found a plumbers kid, he had the same powers as one of Ben’s aliens Heatblast. He was being framed for starting fires but Ben believed him, that he didn’t do it. As it so happened it was the DNAliens, they were working on keeping the area cold for them, and wanted to get rid of anyone who got in there way.

Alan, the plumber’s kid, had a little trouble controlling his ability, so Ben passed on some wisdom and a few tricks of being a Heatblast. They worked like a charm and they took down their machine. “If you want you can join us, we could use a heavy hitter like you.”

The sheriff spoke up. “Sorry but no can do, we need him here to round up all those DNAliens.”

“But if you need me, call me!” he said, and the two shook hands. “We’ll take you up on that offer.”

-x- Trust or Not-x-

Kevin had been trying to find something to help ease Ben’s mind about his grandpa. He had to go through Argit to deal with some of the more unclean channels. He refused at first, but upon hearing it was to help Ben he quickly agreed.

Argit found one of the hollow viewers, it was definitely left by Grandpa Max. Kevin went with Argit to pick up the tech from the mystery seller. “You sure this is legit?”

“Kevin buddy, I am a man of my word at times, and this is one of those times.” They entered a large warehouse.

“Just who is this contact?” he asks and Argit sighs. “Sorry Kev, but I had no choice.” The warehouse door closed. “It’s Vulkanus!”

The alien laughed as he appeared. “Well if it isn’t Kevin Levin, haven’t seen you in a long time.”

“Not long enough, Argit what the hell?!” he snapped.

“Sorry, but he wouldn’t hand over the tech unless I handed you over to him.” Vulkanus revealed some weird device that grabbed Kevin and forced him to absorb turning him into a living chunk of taydenite.

“I’m going to take what you owe out of your hide, and then some!” his minions began to take a pick axe to Kevin.

“Ahh fine just give us the tech you promised.” He said, and Argit turned to look at Vulkanus, arm extended.

“Oh I have it but business isn’t done.” He said revealing the tech. “I told ya Argit, I wanted Levin and Tennyson.”

‘What?’ the osmosian thought. “And I told you Benny isn’t apart of the deal, now you got Kevin so give me the tech.”

“Sorry but I got a score to settle with Tennyson, and you can suffer the same fate as Levin.” More of his minions arrived ready to take out Argit, and the con man blasted them with his quills but there were a lot of them.

“Oh man this is bad!” they were about to attack when they were suddenly frozen. Ben entered the room as Big Chill, and had frozen the minions.

“Let them go Vulkanus!”

“Ben Tennyson I owe ya big time, I’m gonna blast ya till your nothing but sludge.”

“If that was supposed to be a joke, it wasn’t funny.” Ben freed Kevin, the excess taydenite falling off him in a huge pile.

“After what you did to me, I plan to crush you down to nothing!” Ben ignored him and froze his armor, forcing him to eject. “Hey you broke my armor!”

“You need to chill out Vulkanus.” He returned to normal and sludged him to a wall.

Argit took some of his own taydenite, but did leave a pile for him. The hollow viewer was from Grandpa Max, it spoke of finding the plumber kids and building a team. “Kevin, thanks for finding this.” He kissed his boyfriend on the lips.

Kevin blushed and scratched the back of his head. “As much as I hate to admit it, but Argit was planning to protect you, even stood up against Vulkanus saying he wouldn’t sell you out.”

“Is that true?” the brunette asked and Argit smiled. “Well I you know…and…” Ben gave him a peck on the cheek. Heat washed over Argit in a flash and he collapsed. “Thanks Argit, you’re sweet when you want to be. I hope I can call ya to help with the DNAliens.”

“Sure…thing…ah!” he fainted.

-x-

Ben couldn’t stop looking at the hollow viewer, every time he watched it he hoped his grandpa was alright. “Ben let me take your mind off things, how about we go on a date?”

“Kevin I don’t know, I don’t think now is the right time for dating.” Kevin looked sad, he sighed and he cupped his cheek. “Sorry love.” He leaned forward and kissed him.

“Rain check,” he asked, and Ben chuckled. “Of course.” Thus resumed the kissing, becoming a make out session.

“Oh jeez you two, get a room.” Gwen sighed.

“Hey you ride in my car!” she grumbled and turned her back. The two made out some more, Kevin’s hands running up and down the boy’s back. “Hmm!” they moaned together.

“You’re a bad influence.” He whispered pulling away. “I know, but so are you.” He said giving Ben’s ass a squeeze.

“Kevin!” the raven haired teen laughed. They got in his car and drove off, running into a girl who seemed to be zombiefied. They helped her and a mysterious man came in for the assist, he had blonde hair and blue eyes.

“Hey I’m Michael Morningstar, pleased to meet you.” He shook Ben’s hand and there was a spark between there hands. “Hey!” Kevin grabbed Ben and pulled him away.

“Sorry that’s never happened before.” He shook Gwen’s hand and something similar happened. “Wow you Tennyson’s are something special.” He says, and he invites them over.

He had a pretty good set up. They detected electrical disturbance and went to take action, there were more zombified girls and they were draining power. Kevin noticed something weird was going on between Gwen and Michael and it didn’t help that the blonde kept eyeing Ben’s ass.

Michael allowed the zombie girls to escape, and the guy had the nerve to start calling Ben and Gwen lovely. Yes Ben was lovely, but he didn’t need to call him that!

Gwen was asked out and Michael led her away. Ben seemed a little weird, but I took him back to Michael’s place to do some investigating. “Kevin we can’t break in.” one touch and the osmosian absorbed the metal and picked the lock. “Okay maybe we can.”

“Is Michael in there?” they turned and saw the girl from last night. She looked a lot worse today. “Please I need to see him!” she grabbed onto Ben and started shaking him. “I need to see him, I NEED TO SEE HIM!” she got to over excited and passed out.

“I’m gonna take her to the hospital,” Ben changed into Jetray, and flew off. Kevin carried on with his investigation, lot of the tech he had was legit. He explored the house and froze when he came across the parents room. There was two zombified bodies, the woman was clearly Michael’s mother. “I gotta warn Ben!” he ran out of the house.

Meanwhile…

Michael had fed on Gwen, draining the mana from her. Now he had his sights on Ben. His body was glowing gold, and he zipped through the air and found him. He appeared before him glowing, he offered his hand to Ben, and in a daze he took it.

Kevin tracked Ben via his plumber’s badge. When he burst in Michael had Ben, in his embrace. “Ahh you taste so earthy so rare, I’ve never fed on anyone like you Tennysons.”

“Hey!” the raven haired teen rushed in he absorbed the rock and punched Michael. He just laughed and blasted him.

“You think you can beat me? I’ve absorbed the power of Lovely Gwen and Lovely Ben.”

“Not all my power…” Ben shifted into sludgepuppie form. He wailed on Michael, his power did nothing to Ben and he pinned him down with sludge, and the girls he had drained took back their energy. Michael looked ugly, which reflected the man inside. When he saw what he looked like he ran away.

Apparently he was some kind parasite using his good looks to charm those around, when fully charged he could make others swoon and even give in to poor judgment. Now, that wouldn’t be such a problem.

“So?” Kevin said, having a smug look.

“You were right Kevin.” The cousins said, and the look of pride on his face made them wanna slap him.

“So as my reward I want to take Ben on a date.”

“Fine.”

To be continued


End file.
